Common use of Release by Xxxxxxx Clause in Contracts

Release by Xxxxxxx. Xxxxxxx, for himself and his partners, employees, accountants, advisors, agents, attorneys, administrators, parents, subsidiaries, affiliates, heirs, legatees, successors and assigns (all of the foregoing collectively, the “Xxxxxxx Releasors”), in consideration of the mutual releases and covenants not to xxx contained herein and other good and sufficient consideration, hereby unconditionally and irrevocably release and discharge GEII and Xxxxxx and each of their present and former shareholders, directors, partners, officers, employees, accountants, advisors, agents, attorneys, administrators, parents, subsidiaries, subcontractors, affiliates, legatees, predecessors, successors and assigns (all of the foregoing collectively, the “GEII and Xxxxxx Releasees”) from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, whether known or unknown, absolute or contingent which the Xxxxxxx Releasors ever had, now have or may have against the GEII and Xxxxxx Releasees or any of them for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to and including the Effective Date, except as set forth in Section 4.

Release by Xxxxxxx. Xxxxxxx(i) Except as provided below in Section 2(a)(ii), for himself Xxxxxxx knowingly and his voluntarily RELEASES, INDEMNIFIES, AND FOREVER DISCHARGES the Company and the Company's past and present subsidiaries and affiliates, together with all of their respective past and present directors, managers, officers, partners, employees, accountants, advisors, agents, employees and attorneys, administrators, parents, subsidiaries, affiliates, heirs, legatees, successors and assigns (all of the foregoing collectively, the “Xxxxxxx Releasors”), in consideration of the mutual releases and covenants not to xxx contained herein and other good and sufficient consideration, hereby unconditionally and irrevocably release and discharge GEII and Xxxxxx and each of their present and former shareholders, directors, partners, officers, employees, accountants, advisors, agents, attorneys, administrators, parents, subsidiaries, subcontractors, affiliates, legatees, predecessors, successors and assigns (all assigns, and any of the foregoing in their capacity as a shareholder or agent of the Company or its subsidiaries or affiliates (collectively, the “GEII and Xxxxxx "Releasees”") from any and all actionsclaims, charges, complaints, promises, agreements, controversies, liens, demands, causes of action, suitsobligations, debtsattorneys' fees, dues, sums damages and liabilities of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands any nature whatsoever, in law, admiralty or equity, whether known or unknown, absolute suspected or contingent unsuspected, which the Xxxxxxx Releasors ever hador his executors, administrators, successors in interest or assigns now own or hold, or have at any time heretofore owned or held, or may have against the GEII and Xxxxxx Releasees at any time own or any of them for, upon, or hold by reason of any matter, cause matter or thing arising from any cause whatsoever from prior to the beginning date of execution of this Agreement, and without limiting the generality of the world foregoing, from all claims, demands, and causes of action based upon, relating to, or arising out of Xxxxxxx'x employment relationship or other relationship with the Company (including without limitation, as a stockholder of the Company) and/or any of the Releasees and the termination of that relationship, and whether or not previously asserted before any state or federal court or before any state or federal agency or governmental entity (the "Company Release"), even if such act or omission is found to have been an INTENTIONAL ACT OR OMISSION, OR A NEGLIGENT ACT OR OMISSION, WHETHER SIMPLE, GROSS, SOLE, OR CONCURRENT, by Releasees. Xxxxxxx represents and covenants that Xxxxxxx has not filed, initiated or caused to be filed or initiated, any claim, charge, suit, complaint, grievance, action or cause of action against the Company or any of the Releasees, and agrees not to xxx or to join any other person in bringing suit against any of the Releasees, arising out of or relating in any way to Xxxxxxx'x employment or other relationship with the Company or any of the Releasees, or the termination thereof. This release specifically extends, without limitation, to claims arising under any statute or regulation, including the Effective DateAge Discrimination in Employment Act of 1967, except Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, and the Family Medical Leave Act of 1993, each as set forth amended, or any other federal, state or local statute, regulation, ordinance or common law in Section 4any country, territory, or jurisdiction, or under any policy, agreement, understanding or promise, whether written or oral, formal or informal, between any of the Releasees and Xxxxxxx.

Release by Xxxxxxx. Except as to the representations, warranties and obligations set forth in and arising from this Agreement, and as otherwise provided herein, upon receipt of the Initial Payment defined in Paragraph 4 below, Xxxxxxx, for on behalf of himself and his partners, employees, accountants, advisors, agents, attorneys, administrators, parents, subsidiaries, affiliates, heirsincluding without limitation M.N. Xxxxxxx, legateesInc., successors hereby fully and assigns (all of the foregoing collectivelyforever releases, the “Xxxxxxx Releasors”), in consideration of the mutual releases discharges and covenants not to xxx contained herein and other good and sufficient considerationCSI, hereby unconditionally and irrevocably release and discharge GEII and Xxxxxx and each of their present and former or its predecessors, successors, licensees, transferees, legal representatives, trustees, beneficiaries, assigns, shareholders, directors, officers, partners, officersmembers, managers, employees, accountantsservants, advisorssubsidiaries, agents, attorneysdivisions, administrators, parents, subsidiaries, subcontractors, affiliates, legateesalter egos and parent corporations, predecessorsif any, successors with respect to any and assigns (all of the foregoing collectivelyall, the “GEII and Xxxxxx Releasees”) from all actionsknown or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, conditional or contingent actions or causes of action, at law or in equity, suits, claims, debts, duesdemands, sums of money, accounts, reckonings, bonds, bills, specialtiescontracts, covenants, contractsliens, controversiesliabilities, agreementslosses, promisescosts, variancesexpenses (including, trespasseswithout limitation, damagesattorneys’ fees) or damages of every kind, judgmentsnature and description (collectively referred to as “Claims”), extentsarising out of or relating to the Purchase Documents, executionsthe Los Angeles County Action, claimsthe Orange County NCA Action, the Pending Arbitration Proceeding, the Orange County Arbitration Action, any and demands whatsoeverall allegations made in any of such proceedings, or the subject matter of those proceedings, including but not limited to any and all Claims that were alleged or could have been alleged in lawsuch proceedings by way of complaint, admiralty cross-complaint, affirmative defense or equityotherwise, whether known or unknownany claims of wrongdoing by CSI, absolute or contingent which the Xxxxxxx Releasors ever had, now have or may have against the GEII and Xxxxxx Releasees its employees or any claimed failure of them for, uponthe released parties to pay sums to Xxxxxxx for any reason, or by reason of with respect to any matter, cause or thing whatsoever from the beginning of the world to and including the Effective Date, except as set forth in Section 4other matter whatsoever.

Release by Xxxxxxx. Xxxxxxx acknowledges and agrees that the payments pursuant to Section 3 above, and the provision of other benefits, as set forth in Sections 4 through 6 above, constitute payments which the Company is not obligated to pay Xxxxxxx, and, as such constitute sufficient consideration for the release of the Company by Xxxxxxx provided below. For the consideration detailed above, which Xxxxxxx acknowledges as being sufficient to support the release contained herein, and except for (i) any criminal act or act of willful misconduct by the Company with respect to Xxxxxxx, (ii) the obligations of the Company in this Agreement and the benefits preserved and/or provided to Xxxxxxx in this Agreement and (iii) any obligation which the Company has under and in accordance with its By-Laws as currently in effect (whether or not covered by insurance) to indemnify Xxxxxxx in his capacity as an officer, director or employee of the Company or of any of its subsidiaries or affiliates, Xxxxxxx, on behalf of himself and his partnersheirs, employees, accountants, advisors, agents, attorneysexecutors, administrators, parentsattorneys and assigns, hereby waives, generally releases and forever discharges the Company, its subsidiaries, divisions and affiliates, heirs, legatees, successors whether direct or indirect (including its and assigns (all of the foregoing collectively, the “Xxxxxxx Releasors”), in consideration of the mutual releases and covenants not to xxx contained herein and other good and sufficient consideration, hereby unconditionally and irrevocably release and discharge GEII and Xxxxxx and each of their present and former shareholders, respective directors, partners, officers, employees, accountants, advisors, partners and agents, attorneyspast, administratorspresent, parentsand future), subsidiaries, subcontractors, affiliates, legatees, predecessors, and each of its and their respective successors and assigns (hereinafter collectively referred to as "Company Releasees"), from any and all of the foregoing collectively, the “GEII and Xxxxxx Releasees”) from all known or unknown actions, causes of action, claims, damages, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversiesobligations, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty attorneys' fees or equity, whether known or unknown, absolute or contingent any other liabilities of any kind whatsoever which the Xxxxxxx Releasors ever had, now have or may have could be asserted against the GEII Company Releasees arising out of or related to: his service as an officer, director or employee of the Company and/or any of the other Company Releasees, employment with and/or separation from employment with the Company and Xxxxxx Releasees or any of them forthe other Company Releasees, upon, or by reason of and/or any matter, cause or thing whatsoever from the beginning of the world other occurrence up to and including the Effective Datedate of this Agreement, except as set forth in Section 4.including but not limited to:

Release by Xxxxxxx. XxxxxxxXxxxxxx does hereby release and discharge the Bank and the Holding Company, for himself and his partnerstheir respective successors, employees, accountants, advisors, agents, attorneys, administratorsassigns, parents, subsidiaries, affiliates, heirs, legatees, successors and assigns (all of the foregoing collectively, the “Xxxxxxx Releasors”), in consideration of the mutual releases and covenants not to xxx contained herein and other good and sufficient consideration, hereby unconditionally and irrevocably release and discharge GEII and Xxxxxx and each of their present and former shareholders, directors, partners, officers, agents, employees, accountantsand attorneys, advisorsboth as individuals and as representatives of the Bank Parties, agentsfrom any and all claims, demands, debts, obligations, liabilities, lawsuits, arbitration proceedings, costs, expenses, attorneys, administrators, parents, subsidiaries, subcontractors, affiliates, legatees, predecessors, successors and assigns (all of the foregoing collectively, the “GEII and Xxxxxx Releasees”) from all actions' fees, causes of action, suitsjudgments, debtsand execution, duesrelating to the Arbitration Proceeding, sums arising from Stephen's employment (and the termination of moneythat employment) with the Bank and the Holding Company (including his service as President, accountsChief Executive Officer, reckoningsand member of the Board of Directors), bondsor relating to any other fact, billsevent, specialtiesaction, covenantsomission or conduct arising through the Effective Date of this Agreement, contractsat common law or by statute (or otherwise), controversieswhether sounding in contract, agreementstort, promisesor other action, varianceswhether for negligent, trespassesgrossly negligent, or intentional or willful acts or omissions of any and all kinds (including defamation, slander and libel), whether such claims are for liquidated or unliquidated damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, whether known or unknown, absolute mature and not mature, of every kind and nature whatsoever, provided that, notwithstanding any other language to the contrary in this Agreement: 1) nothing herein shall be deemed to release any claim or contingent which cause of action that arises from facts, events, actions, omissions, or conduct occurring after the Xxxxxxx Releasors ever hadEffective Date of this Agreement, now have including, without limitation, any claim or may have against cause of action to enforce the GEII Bank Parties' obligations under this Agreement; 2) nothing herein shall be deemed to release or diminish in any way the rights of Xxxxxxx, if any, as a common shareholder in the Holding Company; and Xxxxxx Releasees 3) if the Bank, the Holding Company, or any of them forpast, uponpresent, or by reason future successor, assign, subsidiary, affiliate, director, officer, agent, or employee of the Bank or the Holding Company brings, any claim, demand, cause of action, lawsuit, or other proceeding of any mattertype, whether individually, as a representative of the Bank or the Holding Company, or in any other capacity, against Xxxxxxx, arising from or relating to any fact, event, action, omission or conduct occurring on or before the Effective Date of this Agreement, then Stephen's release of the entity(ies) and/or person(s) bringing such claim, demand, cause of action, lawsuit or thing other proceeding, shall be null and void, and 4NEXT PAGE any applicable statutes of limitations and other time-bar defenses to all of Stephen's claims and causes of action of whatsoever nature and kind, against such entity(ies) and/or person(s) shall be deemed tolled from the beginning date of Stephen's execution of this Agreement until the date 180 days after the date upon which Xxxxxxx learns of the world filing of the claim, demand, cause of action, lawsuit, or other proceeding against him. Xxxxxxx agrees that, by virtue of and under the terms of this Agreement, he is not owed any amount or due any benefit under the Employment Agreement and that he shall not assert any claim to the contrary. Further, Xxxxxxx specifically waives and including releases all claims, if any, under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et. seq. and the Texas Commission on Human Rights Act, § 21 of the Texas Labor Code, relating to his employment with and termination from the Bank and the Holding Company, up to the Effective Date, except as set forth in Section 4Date of this Agreement.

Release by Xxxxxxx. XxxxxxxEffective as of, for himself and his partnersconditioned upon the occurrence of, the Closing, except as otherwise provided in this Settlement Agreement, Xxxxxxx and its subsidiaries, predecessors, successors, and assigns, all related or affiliated corporations or other entities, and all such entities’ respective past, present and future shareholders, directors, officers, members, managers, employees, accountantsattorneys, advisors, agents, attorneys, administrators, parents, subsidiaries, affiliates, heirs, legatees, successors representatives and/or agents (each of them individually and assigns in their official capacities) (all of the foregoing collectively, the “Xxxxxxx ReleasorsParties”), in consideration of the mutual releases and covenants not to xxx contained herein and other good and sufficient consideration, ) hereby unconditionally and irrevocably release and forever discharge GEII SUEZ- DEGS and Xxxxxx its members, subsidiaries, predecessors, successors, and each of their assigns, all related or affiliated corporations or other entities and all such entities’ respective past, present and former future shareholders, directors, partnersofficers, officersmembers, managers, employees, accountantsattorneys, advisors, agents, attorneys, administrators, parents, subsidiaries, subcontractors, affiliates, legatees, predecessors, successors representatives and/or agents (each of them individually and assigns in their official capacities) (all of the foregoing collectively, the “GEII and Xxxxxx ReleaseesSUEZ-DEGS Parties”) from any and all claims, actions, causes of action, demands, rights, damages, costs, loss of service, expenses and compensation of any kind, whether known or unknown (collectively, “Claims”), and from all suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, claims and demands whatsoeverwhatsoever at law or in equity (collectively, in law, admiralty or equity, whether known or unknown, absolute or contingent “Obligations”) which the Xxxxxxx Releasors ever has had, now have has or which it could, shall or may have against the GEII and Xxxxxx Releasees or any of them for, upon, upon or by reason of any mattermanner, cause or thing whatsoever whatsoever, whether equitable, legal, civil or criminal, related to or arising from (x) Excess Demurrage Charges accruing during the beginning of the world time period up to and including the Effective DateDate and (y) the Idling; provided, except however, that the foregoing release by the Xxxxxxx Parties shall not prevent Xxxxxxx from seeking an equitable adjustment under and in accordance with the provisions of the EMSA Agreement in the event that boiler 41 is permanently decommissioned (“Decommissioning”), in which case any such equitable adjustment shall be based on the total cost savings from both the Idling and Decommissioning, but the Fixed Operator Fee shall be deemed to have already been reduced by an amount equal to $100,000 per annum as set forth in Section 4a credit towards such adjustment, and Xxxxxxx shall be entitled to a further reduction only to the extent that such total cost savings per annum exceed such deemed reduction.